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SEPARATION AGREEMENT, WAIVER AND GENERAL RELEASE
This SEPARATION AGREEMENT AND GENERAL RELEASE (this Agreement ) is made and entered into as of this
23rd day of November, 2010, by and between Sharon Rudden
( Executive ) and Addus HealthCare, Inc., an Illinois corporation (the Company ) and a wholly-owned subsidiary of Addus HomeCare Corporation, a Delaware corporation ( Addus HomeCare ) (each a Party, and,
collectively, the Parties ).
WHEREAS, Executive and the Company are parties to an Employment Agreement dated as of
April 10, 2008, effective as of October 1, 2007, and amended as of September 30, 2009 (as amended, the Employment Agreement );
WHEREAS, Executive was granted certain stock options pursuant to (i) an Addus Holding Corporation 2006 Stock Incentive Plan (the 2006 Plan ) Non-Qualified Stock Option Certificate dated as
of May 12, 2008, and (ii) a Nonqualified Stock Option Award Agreement pursuant to the Addus HomeCare Corporation 2009 Stock Incentive Plan (the 2009 Plan ) dated as of October 27, 2009 (collectively, the Option
WHEREAS, Executive and the Company desire to enter into a new agreement that supersedes all prior
agreements between them, including without limitation the Employment Agreement and the Option Certificates, as well as all promises, covenants, arrangements, understandings, communications, representations or warranties, whether oral or written, by
any Party, or any officer, director, employee, representative or agent thereof, such that any prior agreement between the Parties is hereby terminated;
WHEREAS, the Parties understand that they are waiving legal rights by signing this Agreement, and enter into this Agreement voluntarily, with a full understanding of and agreement with all of its terms;
NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1. Separation from Employment; Cooperation.
(a) On October 20, 2010
(the Notice Date ), Executive resigned from her employment with the Company, effective November 19, 2010 (the Separation Date ). The Parties agreed that Executive s employment with the Company will terminate as of the
Notice Date. The Parties further agreed Executive will continue to receive regular base salary payments, less applicable deductions and withholdings, in accordance with the Company s usual and customary payroll practices, and benefits at the
same level offered to and currently enrolled in by the Executive, through the Separation Date.
(b) Executive agrees to make
herself available, at the Company s request, at reasonable times and in reasonable places, to cooperate with and to assist management of the Company and/or its counsel in prosecuting or defending against any lawsuit, complaint, claim,
charge or investigation arising out of any transactions or conduct of which she may have knowledge. Executive will be entitled to reimbursement for her reasonable business expenses incurred in
connection with such assistance, subject to and in accordance with the Company s usual and customary policies and procedures concerning reimbursement of business expenses.
2. Separation Benefits.
(a) Provided that Executive agrees to and accepts the terms of this Agreement, and does not timely revoke her acceptance, the Company shall pay to Executive the amount of $96,406.02, less applicable
deductions and withholdings (the Separation Benefits ), in equal installments and in accordance with the Company s regular and customary payroll practices, over the period commencing on November 20, 2010 and ending on
May 20, 2011 (the Benefits Period ); provided, however, that the Company s obligation to continue to provide Separation Benefits shall terminate upon Executive s commencement of employment with a new employer.
(b) Executive agrees and acknowledges that her receipt of the Separation Benefits is subject to and conditioned upon her strict
compliance with this Agreement, including without limitation the post-employment restrictions set forth in Sections 7, 8, 9, 10 and 11 below. Executive further agrees that, should she fail to comply with any such post-employment restrictions, the
Company, in addition to any other legal or equitable remedy available to it, shall be entitled to immediately and forever cease payment of the Separation Benefits, and to recover any consideration already paid to Executive under this Agreement,
including without limitation the Separation Benefits.
(c) Executive agrees and acknowledges that, other than as set forth in
this Agreement, Executive is not entitled to and shall not receive any additional compensation, payments or benefits of any kind from the Company, and that no representations or promises to the contrary have been made to Executive. Executive further
agrees and acknowledges that, but for entering into and complying with the terms of this Agreement, Executive would not be entitled to receive the payments and benefits set forth in this Agreement, including without limitation the Separation
Benefits, that such payments and benefits exceed any consideration to which she would otherwise be entitled, and that such payments and benefits constitute good and sufficient consideration for the promises and covenants of Executive set forth
3. Forfeiture of Options. Executive agrees and acknowledges that all options granted her pursuant to
the Option Certificates shall be forfeited as of the date of this Agreement.
4. Release of Claims. In consideration
for the agreements of the Company set forth in this Agreement, including without limitation the Separation Benefits, and on behalf of herself, her spouse, agents, heirs and representatives, Executive irrevocably and unconditionally waives,
discharges and releases her right to assert against the Releasees (as such term is defined below) any form of claim, complaint or any other form of action seeking any form of relief, including without limitation equitable relief (whether
declaratory, injunctive or otherwise), the recovery of damages or any other form of monetary recovery whatsoever (including without limitation back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys
fees and any other costs), for any alleged action, inaction or circumstance (collectively, Claims ) existing or arising through the date of this Agreement.
For purposes of this Section 4, the Releasees shall include the Company,
its parents (including without limitation Addus HomeCare), subsidiaries and affiliates, and their past and present officers, directors, employees, stockholders, owners, representatives, assigns, attorneys, agents and insurers, and their employee
benefit programs and plans (including without limitation the 2006 Plan and the 2009 Plan) and the trustees, administrators, fiduciaries and insurers of such programs and plans.
Without limiting the foregoing general waiver and release, Executive specifically waives and releases the Releasees from any Claim
arising from or related to Executive s employment with the Company or the termination thereof, including, without limitation:
Executive explicitly acknowledges that, because she is over forty (40) years of age, she has specific rights under the ADEA, which prohibits discrimination on the basis of age, and that the
releases set forth in this Section 4 are intended to release any right that Executive may have to file a claim against the Company alleging discrimination on the basis of age.
Notwithstanding the foregoing, this Section 4 does not:
Executive s waiver and release, however, are intended to be a complete bar to any recovery or personal benefit by or to Executive
with respect to any claim whatsoever, including those raised through a charge with the EEOC, except those which, as a matter of law, cannot be released.
Executive acknowledges and agrees that, but for providing this waiver and release, Executive would not be receiving the consideration provided under the terms of this Agreement, including without
limitation the Separation Benefits. Executive further agrees that, should
Executive breach this Section 4, the Company, in addition to any other legal or equitable remedy available to it, shall be entitled to recover any consideration already paid to Executive
under this Agreement, including without limitation the Separation Benefits.
5. Review and Revocation Period.
(a) Executive acknowledges that, before signing this Agreement, she was given a period of 21 days in which to review and
consider it; that Executive has, in fact, carefully reviewed this Agreement; and, that she is entering into it voluntarily and of her own free will. Executive further acknowledges that the Company encouraged her in writing to show this Agreement to
and discuss it with her attorney before signing it, and that, to the extent Executive wished to do so, she has done so. Executive further acknowledges that, if she executed this Agreement before the end of the 21-day period, such early execution was
completely voluntary, and Executive had reasonable and ample time in which to review this Agreement.
(b) Executive agrees
that, for a period of seven days after she signs this Agreement, she has the right to revoke it by providing notice, in writing (delivered by registered or certified mail, return receipt requested), to: Paul Diamond, Vice President Human Resources,
Addus HealthCare, Inc., 2401 S. Plum Grove Road, Palatine, Illinois 60067. This Agreement will not become effective and enforceable until after the expiration of the seven-day revocation period.
(c) Executive understands that her acceptance of any payment or benefit set forth in this Agreement at any time more than seven days
after she signs this Agreement confirms that she did not revoke her assent to this Agreement and, therefore, that it is effective and enforceable.
6. Pursuit/Assignment of Released Claims. Executive warrants that, as of the date of this Agreement, she has not filed or caused to be filed any lawsuit, complaint or charge with respect to any
Claim this Agreement purports to waive or release, or assigned any such Claim to any other person or entity.
(a) At no time between the date of this Agreement and the first anniversary of the date hereof
(the Restrictive Period ) shall Executive, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on her own behalf or on behalf of any other person or entity with whom she may manage,
control participate in, consult with, render services for or be employed or associated, compete with the Company, its parents (including, without limitation, Addus HomeCare), its subsidiaries or affiliates (collectively, the Addus HealthCare
Group ) with respect to the provision of home care services of the type and nature that the Addus HealthCare Group provides, any other business activity in which the Addus HealthCare Group is engaged, or any program or service which is under
active development or proposed to be performed by the Addus HealthCare Group, each as of the Notice Date (collectively, the Business ), in any of the following described manners:
(b) Notwithstanding the foregoing provisions, nothing herein
shall prohibit Executive from owning 1% or less of any securities of a competitor, if such securities are listed on a nationally recognized securities exchange or traded over-the-counter.
(c) If, at the time of enforcement of this Section 7, a court or arbitrator holds that the restrictions stated herein are
unreasonable under the circumstances then existing, the Parties agree that the maximum period, scope or geographic area reasonable under such circumstances determined to be reasonable under the circumstances by such court or arbitrator shall be
substituted for the stated period, scope or area.
8. Non-Disclosure. Executive acknowledges that, during the course of
her employment with the Company, she has had access to certain Confidential Information (as such term is defined below) of Addus HealthCare Group, and that such information constitutes valuable, special and unique property of Addus HealthCare Group.
Executive agrees that except as required by law, at no time shall she disclose or use any Confidential Information, whether such Confidential Information is in Executive s memory or embodied in writing or other physical form. For purposes of
this Agreement, Confidential Information means any information, not being generally known to, and not being readily ascertainable by proper means by, other persons who
can obtain economic value from its disclosure or use and is the subject of efforts to maintain its secrecy that are reasonable under the circumstances, including without limitation information
constituting or concerning: (i) trade secrets; (ii) the business or affairs of the Addus HealthCare Group; (iii) client and customer lists and confidential information; (iv) products or services; (v) fees, costs and pricing
structures; (vi) charts, manuals and documentation; (vii) databases; (viii) accounting and business models; (ix) designs; (x) analyses; (xi) drawings, photographs and reports; (xii) computer software;
(xiii) copyrightable works; (xiv) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice; (xv) sales records; (xvi) confidential information
concerning employees of the Company, including but not limited to compensation information; and (xvii) other proprietary information. Confidential Information, however, shall not include general know-how information acquired by
Executive in connection with any employment by any third party or which could have been obtained by her from public sources without the expenditure of significant time, effort and expense.
9. Covenant Regarding Confidential and Proprietary Information.
(a) Executive will promptly disclose in writing to the Company each improvement, discovery, idea, invention and proposed publication of
any kind whatsoever, relating to the Business made or conceived by Executive either alone or in conjunction with others, if such improvement, discovery, idea, invention or publication results from or was suggested by Executive s employment with
the Company (whether or not patentable and whether or not made or conceived at the request of or upon the suggestion of the Company, and whether or not during Executive s usual hours of work, whether in or about the premises of the Addus
HealthCare Group and whether prior or subsequent to the execution hereof). Executive will not disclose any such improvement, discovery, idea, invention or publication to any person, entity or governmental authority, except the Company. Each such
improvement, discovery, idea, invention and publication shall be the sole and exclusive property of, and is hereby assigned by Executive to the Company, and, at the request of the Company, Executive will assist and cooperate with the Company and any
person or entity designated from time to time by the Company to obtain for the Company or its designee the grant of any letters patent in the United States of America and/or such other country or countries as may be designated by the Company,
covering any such improvement, discovery, idea, invention or publication, and will in connection therewith execute such applications, statements, assignments or other documents, furnish such information and data and take all such other action
(including, without limitation, the giving of testimony) as the Company may from time to time reasonably request. The foregoing provisions of this Section 9 shall not apply to any improvement, discovery, idea, invention of publication for which
no equipment, supplies, facilities or confidential and proprietary information of the Addus HealthCare Group was used and which was developed entirely on Executive s own time, unless (i) the improvement, discovery, idea, invention or
publication relates to the Business or the actual or demonstrably anticipated research or development of the Business, or (ii) the improvement, discovery, idea, invention or publication results from any work performed by Executive for the Addus